Winding-up petitions may proceed on admitted debt, continuing acknowledgment, and unsupported set-off will not defeat admission.

A winding-up petition may be maintained as a creditor's petition where the amended pleadings clearly assert an admitted debt, a demand for payment, and failure to pay, even if the form is technically imperfect. An amendment that does not introduce a new cause of action is not barred by limitation where later admissions and correspondence show continuing acknowledgment of liability. Repeated admissions in notices, meeting minutes, correspondence, affidavits, and payment-related statements can establish inability to pay debts, while an unsubstantiated set-off or counter-claim will not defeat admission of the petition. A public notice announcing intended winding up is not objectionable merely because it precedes admission if it does not misstate any court order.

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Issues: (i) Whether the winding-up petition was maintainable by the petitioner as a creditor; (ii) whether the amended claim was barred by limitation; (iii) whether the company had admitted indebtedness and was unable to pay its debts so as to justify admission of the petition; and (iv) whether the petition was liable to be dismissed for premature publication of a public notice.

Issue (i): Whether the winding-up petition was maintainable by the petitioner as a creditor.

Analysis: The amended petition, read as a whole, pleaded that the company owed admitted amounts to the petitioner, that notice demanding payment had been issued, and that the company had failed to pay. The prayer was also amended to seek winding up for inability to pay debts. In a winding-up proceeding, technical defects in form are not decisive where the substance of the pleading is clear. The amended averments were sufficient to found a creditor's petition.

Conclusion: The petition was maintainable as a creditor's petition and the objection to maintainability failed.

Issue (ii): Whether the amended claim was barred by limitation.

Analysis: The amendment did not introduce a new cause of action. It built upon the original claim and relied on later admissions and correspondence showing continuing acknowledgment of liability. Those materials kept the claim alive and the amendment was not a fresh, time-barred demand.

Conclusion: The plea of limitation was rejected.

Issue (iii): Whether the company had admitted indebtedness and was unable to pay its debts so as to justify admission of the petition.

Analysis: The statutory notice reply, minutes of meetings, later correspondence, the affidavit in reply, and the statement seeking leave to deposit a specified amount all contained clear and repeated admissions of liability. The asserted set-off and counter-claim were unsupported by any independent proceeding or proof. On the material before the Court, the admitted debt exceeded the statutory threshold and the defence was not bona fide or substantial. The company was therefore shown to be unable to pay its debts within the statutory framework.

Conclusion: A case was made out for admission of the winding-up petition on the ground of inability to pay debts.

Issue (iv): Whether the petition was liable to be dismissed for premature publication of a public notice.

Analysis: The public notice did not misrepresent any court order and merely informed the commercial public that the petitioner intended to seek winding up and had already filed the petition. No rule or principle prohibited such notice, and it did not amount to an abuse of process.

Conclusion: The objection based on premature publication was rejected.

Final Conclusion: The winding-up petition was ordered to be admitted on the footing that the company was indebted to the petitioner and had failed to discharge an admitted liability, while the objections on maintainability, limitation, and premature publication were overruled.

Ratio Decidendi: In a winding-up petition, substantive admissions of indebtedness in pleadings, correspondence, meeting minutes, and related statements can establish maintainability and inability to pay debts, and technical defects or unsupported assertions of set-off or counter-claim will not defeat admission where the debt is otherwise admitted.

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